Registrazione

Data di nascita

Sesso

Termini e Condizioni

STANDARD TERMS FOR DUM MEMBERS ("STANDARD TERMS")

1. JOINING THE NETWORK

1.1 By submitting an Application Form, or by accessing the DUM Dashboard, the Person named in the Application Form (the “DUM Member”) is offering to participate in the Network, and market Advertisers and their products, in accordance with the Application Form and these Standard Terms. By submitting an Application Form, the DUM Member is also agreeing to the terms of D.U.M. Project Ltd’s privacy policy, which can be found here.
1.2 Submission of the Application Form requires payment of a deposit (sign registration fees) or (“Sign Up Deposit”) by the DUM Member, as set out on the Application Form.
1.3 Acceptance of the Application Form is subject to the sole discretion of D.U.M. Project Ltd (“DUM”) Unitech Building, Level 2, Triq il-Kostituzzjoni, Mosta MST9050, incorporated in Malta with company number C87932. Acceptance or rejection of the Application Form will be notified to the proposed DUM Member by email.
1.4 On acceptance of the Application Form by DUM, the Application Form and these Standard Terms will together constitute a legally binding “Agreement” entered into by DUM and the DUM Member. On rejection of the Application Form, no agreement will be formed.
1.5 The DUM Member is the operator of a website, application or service (including email service). By entering this Agreement with DUM, the DUM Member will join the Network to market Advertisers or their products.
1.6 This Agreement prevails over any terms supplied by the DUM Member.
1.7 Any individual contracting on his or her own behalf warrants that he or she is aged 18 or over. Any individual completing the Application Form on behalf of a proposed DUM Member warrants that he or she has all necessary authority to bind that proposed DUM Member.

2. DEFINITIONS

2.1 The following definitions and rules of interpretation apply in this Agreement:
“Action” means a Sale, Lead, Click, Ad Impression, Sharing or other event, that has been specified as eligible for remuneration by the respective Advertiser under its Program Terms, on which commissions may be based under this Agreement;
“Ad Impression” means a display of an advertisement of an Advertiser by the DUM Member, as reported by the Tracking Code only;
“Advertiser” means a Person which has agreed with DUM to join the Network to be marketed, and/or to have its Products marketed;
“Advertiser Materials” means any trade marks, advertising content, images, text, video, data or other material provided by or on behalf of an Advertiser to DUM, the DUM Member;
“Advertiser Program” means an ongoing affiliate marketing program of an Advertiser on the Network, for the promotion of the Advertiser or its products in accordance with this Agreement and the Program Terms;
“Advertiser URLs” means, from time to time, any websites, apps or services of an Advertiser offering products and to which the DUM Member may link;
“Advertising Standards” means any applicable advertising laws, regulations or standards, data laws relating to advertising (including the Children's Online Privacy Protection Act), including without limitation any FTC Guidance, any generally accepted self-regulatory codes of practice, and any related guidance or best practice advice;
“Application Form” means the registration form at https://dupmania.com/, or by which operators of websites, applications, technologies or services apply to participate in the Network;
“Approved Lead” means a Lead approved by an Advertiser in accordance with clause 5;
“Approved Sale” means a Sale approved by an Advertiser in accordance with clause 5;
“Authorized User" means an individual permitted to view, or view and operate, the DUM Member Account on behalf of the DUM Member, by its individual Authorized User Account, as set out in clause 3;
“Authorized User Account” means the account of an individual on the Dashboard, permitted to view, or view and operate, the DUM Member Account on behalf of the DUM Member, as set out in clause 3;
“DUM” means D.U.M. Project Ltd., having business address in Unitech Building, Level 2, Triq il-Kostituzzjoni, Mosta MST9050, Malta, a Company incorporated in Malta with company number C87932;
“Bonus” means an ad hoc payment to the DUM Member by DUM in return for a specific promotion or other marketing activity;
“Business Day” means a day other than a Saturday, Sunday or national public holiday in Malta;
“Change of Control" means a change in the beneficial ownership of more than 50% of the issued share capital of a company or a change in the majority of the Persons with legal power to direct or cause the direction of the general management of a company;
“Click” means the intentional and voluntary following of a Link by a Visitor as part of marketing services as reported by the Tracking Code only;
“Code of Conduct" means DUM’s code of conduct for DUM Members at https://dupmania.com/code-of-conduct, as may be amended or updated by DUM at its discretion on notice to the DUM Member;
“Commission” means the amount payable to the DUM Member in return for marketing an Advertiser and its products, in accordance with DUM’s Program Terms;
“Confidential Information” means any information disclosed by or relating to a party, including: information arising during the Term of this Agreement; information about a party’s business affairs; information about a party’s operations, products or trade secrets; information about a party’s technology (including any know-how and source code) and any derivatives of any part of any of them and which (i) is marked or identified as confidential; or (ii) would be regarded as confidential by a reasonable business person;
“CPA” means a Commission earned per Approved Sale;
“CPC” means a Commission earned per valid Click;
“CPL” means a Commission earned per Approved Lead;
“CPM” means a Commission earned per one thousand Ad Impressions;
“Data Regulation" means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement, including for EU citizens any regulations implementing the Data Protection Directive 95/46/EC (the “Directive”) or GDPR (as applicable) or Privacy and Electronic Communications Directive 2002/58/EC and for US citizens, FTC Guidance, US state and federal legislation relating to data privacy and security;
“Effective Date" means the date of acceptance of the Application Form by DUM;
“FTC Guidance” means the published cases and guidelines from the United States Federal Trade Commission, including without limitation the guidance on substantiation of claims, privacy, data security, native advertising and disclosure guidance for influencers and spokespeople.
“GDPR” means the EU General Data Protection Regulation 2016/679.
“Group Company” means any holding company or subsidiary of a party or any of its holding companies. A company is a “subsidiary” of another company, its “holding company”, if that other company (i) holds a majority of the voting rights in it, or (ii) is a member of it and has the right to appoint or remove a majority of its board of directors, (iii) or is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it;
“Intellectual Property Rights” means all copyrights and related rights, patents rights to inventions, utility models trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights (including any database rights in the Network), topography rights, moral rights, rights in confidential information (including know- how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Dashboard” means the internet and software platform operated by DUM, to provide the Services and any functionality accessed or made available through such platform;
“Lead” means a ‘sales lead’ of an Advertiser generated in the Tracking Period, as reported by the Tracking Code only;
“Link” means a hyperlink from a Promotional Space to an Advertiser URL;
“Network” means the marketing network of DUM Members and advertisers operated by DUM and DUM Group Companies to facilitate, amongst other things, affiliate and performance marketing;
“Network Fee" means the fee payable to DUM or a DUM Group Company, calculated as an override fee of an amount equal to a specified percentage of any total Commissions and Bonuses due, or on such other basis as may be agreed by DUM and an Advertiser;
“Product” means a product, service or equivalent offered by an Advertiser on any Advertiser URL;
“Program Terms” means any terms and conditions, or other requirements applied by an Advertiser to the
participation in its Advertiser Program;
“Promotional Space" means any advertising inventory appearing on the DUM Member Service, or means of delivering Advertiser Materials enabled by the DUM Member Service;
“DUM Member Account" means the respective account of the DUM Member on the Dashboard;
“DUM Member Service" means a website, application or service operated by the DUM Member capable of marketing Advertisers and their respective Products;
“Owner” means a single Authorized User with full access to, and control of, the DUM Member Account and which is at all times authorized to act on behalf of the DUM Member and bind the DUM Member;
“Sale” means the agreed purchase of a Product by a Visitor in the Tracking Period, as reported by the Tracking Code only;
“Services” means the services or assistance provided by DUM under this Agreement;
“Subprocessor” any person (excluding an employee of either party) appointed by or on behalf of either party to Process Personal Data on behalf of such party or otherwise in connection with this Agreement.
“Suspension” means the suspension by DUM or any DUM Group Company of the provision of the Services to the DUM Member for a period of time, including the following:(i) preventing the DUM Member from accessing the Dashboard; (ii) withholding payments otherwise due to the DUM Member; (iii) ceasing to track Actions; (iv) removing any Advertiser Materials from the DUM Member Service and “Suspend” shall be interpreted accordingly; “Term” means the term of this Agreement from the Effective Date until its termination or expiry in accordance with clause 14 or 17.4;
“Tracking Code” means the DUM software code (from time to time) for the recording of, amongst other things, web traffic and Actions;
“Tracking Period” means the period of time in which the Actions of a Visitor are attributed to the DUM Member and, subject to the Program Terms, generate Commissions for the DUM Member;
“Validation Period” means the period of time during which Advertisers may approve or decline Sales and Leads; and
“Visitor” means any Person who follows a Link.
2.2 In this Agreement:
2.2.1 any meanings given to terms in the attached Application Form shall apply to these Standard Terms;
2.2.2 the terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Process” and “Processing” have the meanings given to them in GDPR;
2.2.3 “include” or “including” is without limitation;
2.2.4 the singular will include reference to the plural and vice versa;
2.2.5 a "Person" includes an individual, company, partnership or unincorporated association;
2.2.6 a statute, order, regulation or other similar instrument will include any amendments to it or replacements of it; and
2.2.7 “writing” and “written" includes emails but not faxes.
2.3 If there is a conflict between the Application Form and the Standard Terms, the Application Form shall prevail.

3. PROVISION AND USE OF THE SERVICE AND THE DASHBOARD

3.1 Subject to the DUM Member's compliance with this Agreement, DUM will provide to the DUM Member:
3.1.1 the Services; and
3.1.2 access to the Dashboard.
3.2 DUM may change any aspect of the Dashboard at its sole discretion.
3.3 On the Effective Date, the DUM Member shall:
3.3.1 register a DUM Member Account; and
3.3.2 nominate an Authorized User as Owner of that DUM Member Account.
3.4 Each DUM Member Account may have only one Owner, and must have an Owner at all times. Each DUM Member Account may have a reasonable number of Authorized Users.
3.5 The Owner may assign its Owner status to another Authorized User via the Dashboard at any time.
3.6 To the extent enabled by the Dashboard, Authorized Users shall be allocated permissions to view, or view and operate, the DUM Member Account by the Owner, acting on behalf of the DUM Member. Authorized Users may, on behalf of the DUM Member, also allocate permissions to view, or view and operate, the DUM Member Account, provided that no Authorized User may grant greater permissions than they themselves hold. The Owner may, at any time, withdraw the permission of any Authorized User to view and/or operate the DUM Member Account.
3.7 The DUM Member undertakes that:
3.7.1 the Owner, shall remain authorized to act on behalf of the DUM Member and bind the DUM Member;
3.7.2 all Authorized Users are permitted to view, or view and operate, the DUM Member Account in accordance with any permissions granted on the Dashboard, which shall be kept up to date by the DUM Member;
3.7.3 it shall use best endeavours to ensure that the Owner and all Authorized Users shall:
(a) access the Dashboard in their own name under their own Authorized User Account; and (b) keep any passwords confidential.
3.8 The DUM Member shall:
3.8.1 ensure the proper functioning and maintenance of all Links;
3.8.2 provide Advertisers and DUM with full and clear instructions as to the Advertiser Material it may reasonably require for the purposes of the promotion of an Advertiser or its Products in accordance with this Agreement and the Program Terms;
3.8.3 provide Advertisers reasonable access to information the Advertiser may require to operate the Advertiser Program; and
3.9 DUM shall not be liable for any losses or damages suffered by the DUM Member due to the disclosure of any Authorized User Account passwords.
3.10 The DUM Member shall remain primarily responsible and liable for all activities occurring under any of the Authorized User Accounts and the acts or omissions of any Authorized User.
3.11 If the DUM Member suspects that a third party has gained unauthorized access to access data, the DUM Member shall inform DUM immediately by sending an e-mail to support@dupmania.com or such other e-mail as may be notified to the DUM Member from time to time.
3.12 DUM may Suspend or withdraw any Authorized User Accounts at its discretion, or on request by the DUM Member.
3.13 Under this Agreement, DUM Project Ltd. or any other DUM Group Company may, on behalf of DUM:
3.13.1 provide any aspect of the Services or the Dashboard (including the granting of sublicenses and licenses under clause 10);
3.13.2 enjoy any benefit, or exercise any right;
3.13.3 satisfy any of DUM’s obligations.

4. MARKETING

4.1 The DUM Member may request to market Advertisers or their Products at their discretion by applying to participate in the Advertiser Program. Advertisers may approve or refuse such requests at their discretion. The DUM Member may only market an Advertiser or its Products under this Agreement with the Advertiser’s continued approval, unless specifically enabled by the proper use of the Dashboard.
4.2 Advertisers may apply Program Terms at their discretion, which shall become effective on notice to the DUM Member, including by publication on the Dashboard. Advertisers may change their Program Terms at any time. The DUM Member is solely responsible for ensuring it is aware of any changes to the Program Terms.
4.3 Subject to the DUM Member's compliance with this Agreement and the Program Terms, and the continued approval of the respective Advertiser, DUM will provide to the DUM Member the Advertiser Materials.
4.4 DUM, however, is not obliged to review any Advertiser Material or check their legality or accuracy. A DUM Member admitted to the Advertiser Program may publish the Advertiser Materials through its DUM Member Service at its discretion and use them solely to the extent permitted under this Agreement and the Program Terms.
4.5 DUM may deactivate any Links on request of the respective Advertiser, or at its sole discretion.
4.6 The DUM Member shall remove any Advertiser Materials from the DUM Member Service immediately on request of either the Advertiser or DUM.
4.7 DUM will use reasonable endeavours to procure that Advertisers comply with any terms and conditions, or other requirements, applied by the DUM Member to its promotion of Advertisers or their Products.

5. TRACKING AND VALIDATION

5.1 The Tracking Code and Program Terms will be on the sole bases for recording and determining Actions and Commissions and for tracking. No other means of recording or determining Actions or Commissions shall be used under this Agreement, notwithstanding any agreement or arrangement between the DUM Member and any Advertiser to the contrary.
5.2 Sales and Leads will only be attributed to the DUM Member where the Tracking Code records that the DUM Member was responsible for the most recent referral of the Visitor to the Advertiser URL prior to that Sale or Lead, unless expressly agreed otherwise between the parties or specified otherwise by the Advertiser in the respective Program Terms, and in each case subject to any communicated “cookie hierarchy” or “commission hierarchy”.
5.3 Advertisers may approve or decline Sales and Leads at their discretion, subject to the applicable Program Terms.

6. ACTIONS, COMMISSIONS AND BONUSES

6.1 The amount of any Commissions is as may be displayed on the Dashboard. CPA Commissions in respect of Approved Sales will be determined as either:
6.1.1 a percentage of the purchase price of the Product(s) subject of the Approved Sale, as set out on the Dashboard; or
6.1.2 a fixed amount, irrespective of the purchase price of the Product(s) subject of the Approved Sale, as set out on the Dashboard.
6.2 Advertisers may change the amount of Commission offered on notice to DUM Members. DUM will use reasonable endeavours to procure that Advertiser’s reductions of the amount of Commissions offered shall take effect seven days after notification.
6.3 Bonuses may be agreed by the DUM Member and DUM at their discretion and must be processed via the Dashboard.
6.4 Commissions and Bonuses shall only be due:
6.4.1 on receipt by DUM of the corresponding payment in respect of that Action from the Advertiser; and
6.4.2 in respect of Actions procured in accordance with this Agreement and any applicable Program Terms.
6.5 Without prejudice to any other rights or remedies of DUM, if DUM reasonably suspects that any Commissions paid under this Agreement have been generated in breach of this Agreement, DUM may set off or deduct the amount of such Commissions from any future payments due to the DUM Member or from any funds held to the DUM Member's account from time to time (whether under this Agreement or any other agreement between DUM and the DUM Member). Such deduction shall constitute a genuine pre-estimation of the loss suffered by DUM as a result of the payment of such Commission in breach of this Agreement.

7. INVOICING AND PAYMENTS

7.1 The Sign Up Deposit (sign registration fees) will be refunded to the DUM Member on first payment of any Commission.
7.2 DUM will pay the DUM Member:
7.2.1 Commissions in respect of each Approved Sale, Approved Lead, Clicks or one thousand Ad Impressions; and
7.2.2 Bonuses agreed between the DUM Member and DUM.
7.3 Payment of Commissions and Bonuses may be subject to any Advertiser Terms.
7.4 Self-billing invoices for Commissions and Bonuses can be accessed by the DUM Member via the Dashboard. Self-billing will be implemented as follows:
7.4.1 the DUM Member agrees not to issue invoices for any Commissions and Bonuses generated under this Agreement;
7.4.2 DUM may provide a copy of this Agreement to VAT Department and Inland Revenue Department (or equivalent local tax authority) in order to evidence the self-billing arrangements between DUM and the DUM Member;
7.4.3 the DUM Member will immediately notify DUM if it transfers any part of its business as a going concern;
7.4.4 the DUM Member will immediately update the Dashboard accordingly if it:
(a) stops being registered for VAT; or (b) changes VAT number, regardless of the reason;
7.4.5 DUM may engage third party service providers to administer the issuing of self-billing invoices under this Agreement.
7.5 DUM will pay all self-billed invoices subject to:
7.5.1 any minimum payment thresholds implemented by DUM from time to time being satisfied;
7.5.2 the correct, accurate and complete bank and tax information of the DUM Member being shown on the Dashboard;
7.5.3 the provision of any additional information reasonably requested by DUM in respect of the DUM Member’s location or residence;
7.5.4 the payment not being subject to any internal audits or ‘network quality’ reviews from time to time.
7.6 All payments will be made to the bank account nominated by the DUM Member on the DUM Member Account on the Dashboard from time to time. DUM is not obligated to take steps to verify the accuracy of bank account information provided by the DUM Member. Updates to bank account information may take up to seven Business Days to take effect.
7.7 All sums payable under this Agreement shall be exclusive of VAT which, if applicable, shall be added at the appropriate rate. VAT shall be paid by the Party liable to pay VAT pursuant to applicable law. If payments under this Agreement are subject to withholding tax, DUM is entitled to deduct the appropriate amount from payments to the DUM Member. The parties agree to work together on reducing any withholding tax, and, upon request, shall provide documents required for any reduction, exemption, reimbursement or deduction of withholding tax.
7.8 All amounts payable shall be paid in the currency in which the respective Commissions are received from Advertisers. Any costs of currency conversion or losses caused by exchange rate fluctuations shall be borne by the DUM Member.
7.9 The DUM Member will immediately repay any amounts paid to the DUM Member in error, or other than in accordance with the DUM Member’s rights under this Agreement.

8. DUM MEMBER’S RELATIONSHIP WITH ADVERTISERS

8.1 The DUM Member’s participation in the Network does not create any contract between the DUM Member and any Advertiser.
8.2 During the term of this agreement the DUM Member will not, directly or indirectly, enter or attempt to enter into any agreement, understanding or other form of arrangement (whether express or implied) with any Advertiser without DUM’s prior written approval.

9. WARRANTIES AND INDEMNITY

9.1 Each party warrants and undertakes to the other for the Term that:
9.1.1 it has full power and authority to enter into this Agreement;
9.1.2 it holds all licenses and approvals necessary for the performance of its obligations under this Agreement;
9.1.3 it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and
9.1.4 it will not make any false, misleading or disparaging representations or statements regarding the other party.
9.2 The DUM Member warrants and undertakes to DUM for the Term that:
9.2.1 neither the DUM Member, nor any of its officers or shareholders, have previously been party to an agreement terminated by DUM or any DUM Group Company for breach;
9.2.2 no officer or shareholder of the DUM Member has been an officer or shareholder of a company (or other entity) party to an agreement terminated by DUM or any DUM Group Company for breach;
9.2.3 all information about the DUM Member set out in the Application Form or on the Dashboard is complete, true, accurate, not misleading and will be kept up to date;
9.2.4 its marketing of any Advertiser or its Products will comply with all Advertising Standards and Data Regulation;
9.2.5 the DUM Member Service will be operated in accordance with all applicable laws (including Advertising Standards and Data Regulation);
9.2.6 it shall comply with the Code of Conduct at all times;
9.2.7 it shall comply with all relevant tax laws;
9.2.8 it shall retain ultimate control of the operation of the DUM Member Service;
9.2.9 it is the owner or valid licensee of any Intellectual Property Rights appearing on the DUM Member Service, and that no part of the DUM Member Service infringes the rights of any third party; and
9.2.10 all Advertiser Materials will be accurately and faithfully reproduced.
9.3 The DUM Member will indemnify, defend and hold harmless DUM (including its directors, employees, agents or contractors), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against DUM arising out of or related in any way to any breach by the DUM Member of any of the warranties at clauses 9.1 and 9.2.

10. INTELLECTUAL PROPERTY

10.1 DUM hereby grants to the DUM Member, for the duration of its participation in the Advertiser Program, a revocable, non-exclusive, non-transferable, royalty-free, worldwide sublicense to publish Advertiser Materials, without modification, on the DUM Member Service in the Promotional Spaces to the extent necessary to enable the DUM Member to market the respective Advertiser and its Products on the Network in compliance with the Agreement and the Program Terms.
10.2 DUM hereby grants to the DUM Member a revocable, non-exclusive, non-sub- licensable, non-transferable, royalty-free worldwide license to use the Dashboard to the extent necessary for the DUM Member to participate in the Network and perform its obligations under this Agreement.
10.3 The DUM Member will not, and will not attempt to, change, reverse engineer or create derivative works of the Dashboard or the Tracking Code.
10.4 Each party reserves all of its right, title and interest to any of its Intellectual Property Rights licensed under this clause 10, or which it creates under this Agreement or which is created by operation of the Tracking Code.
10.5 The DUM Member shall use information and data obtained from and in connection with participating in the Network only for the purpose of this Agreement. Uses for any other purpose, or disclosure of such information and data are prohibited.
10.6 Either party may identify the other party in lists of clients or customers, and may use the other party’s name and logo in marketing materials and presentations. Any other use shall require the prior written consent of the other party.

11. CONFIDENTIALITY

11.1 Each party will only use Confidential Information to enjoy its rights or comply with its obligations under this Agreement. Save as set out in this Agreement, neither party will disclose any Confidential Information. Confidential Information shall be kept confidential.
11.2 The obligations of confidentiality in this Agreement will not apply to Confidential Information to the extent it:
11.2.1 is in the public domain (other than as a result of a breach of this Agreement);
11.2.2 can be demonstrated as having been independently developed by the receiving party;
11.2.3 is published on the Dashboard in the receipt or provision of the Services in accordance with this Agreement;
11.2.4 is required to be disclosed by law or a court order.
11.3 DUM may disclose Confidential Information to DUM Group Companies.
11.4 This clause will survive termination for five years.

12. DATA PROTECTION AND COOKIES

12.1 DUM and the DUM Member will comply with their respective obligations under Data Regulation. Each party will provide the other party any co-operation reasonably requested to enable the other party’s compliance with this clause 12.
12.2 In accordance with Data Regulation, the DUM Member will obtain the prior, freely given, specific informed,
unambiguous and revocable consent of any Visitors to any cookies served by DUM on the Visitor as a result of a Click.
12.3 The DUM Member will not provide any Personal Data to DUM without DUM’s prior written consent, unless as anticipated by DUM in its ordinary operation of the Network.
12.4 In respect of any Processing under this Agreement for which DUM and the DUM Member are joint Controllers (whether together, or with any Advertiser): 12.4.1 Each party will provide the other party any co-operation reasonably requested to enable the other party’s compliance with Data Regulation;
Transparency 12.4.2 The DUM Member shall take appropriate measures to provide Data Subjects with information about how Personal Data is being processed by or on behalf of the DUM Member, which shall at a minimum include all the information required by Articles 13, 14 and 26 of the GDPR, in a concise, transparent and easily accessible form, using clear and plain language (“DUM Member Fair Processing Notice”);
12.4.3 DUM shall take appropriate measures to provide Data Subjects with information about how Personal Data is being Processed by or on behalf of DUM, which shall at a minimum include all the information required by Articles 13, 14 and 26 of the GDPR, in a concise, transparent and easily accessible form, using clear and plain language (“DUM Fair Processing Notice”);
12.4.4 The DUM Member shall include a hyperlink to the current DUM Fair Processing Notice in the DUM Member Fair Processing Notice;
Personnel 12.4.5 Each party shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to Personal Data, ensuring in each case that access is: (a) strictly limited to those individuals who need to know and/or access the relevant Personal Data; and (b) as strictly necessary for the purposes of the Principal Agreement and to comply with Data Regulation in the context of that individual's duties.
12.4.6 Each party shall ensure that all individuals referred to in Clause 12.4.5 are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
Security and Confidentiality of Data 12.4.7 Each party shall in relation to the Personal Data, implement appropriate technical and organisational measures to ensure an appropriate level of security, including, as appropriate, the measures referred to in Article 32(1) of the GDPR. In doing so, each party shall take into account: (a) the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing; and (b) the risk of varying likelihood and severity for the rights and freedoms of natural persons.
12.4.8 In assessing the appropriate level of security, each party shall in particular take account of the risks that are presented by Processing, including from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed.
Subprocessors 12.4.9 With respect to a proposed Subprocessor, each party shall:
(a) before the Subprocessor first Processes Personal Data, carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Personal Data required by applicable Data Regulation; and (b) ensure that the arrangement with such a Subprocessor, is governed by a written contract including terms meet the requirements of Article 28(3) of the GDPR.12.4.9
Data Subject Rights 12.4.10 Each party shall fulfil their obligations to respond to requests to exercise Data Subject rights under the Data Regulation. Each party will provide the other party any co-operation reasonably requested to enable the other party’s compliance with this clause.
Personal Data Breach 12.4.11 Each party shall: (a) notify the other party without undue delay upon becoming aware of a Personal Data Breach affecting Personal Data (“Network Data Breach”); and (b) provide the other party with sufficient information to allow it to meet any obligations to report or inform Data Subjects of the Network Data Breach under or in connection with the Data Regulation; (c) meaningfully consult with the other party in respect of the external communications and public relations strategy related to the Network Data Breach; (d) subject to A12.4.11, not notify any data protection regulator of the Network Data Breach without having obtained prior written approval of the other party; and (e) not issue a press release or communicate with any member of the press in respect of the Network Data Breach, without having obtained prior written approval by the other party.
12.4.12 The notification set out in Clause 12.4.11(a) above, shall as a minimum: (a) describe the nature of the Network Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned; (b) describe the likely consequences of the Network Data Breach; and (c) describe the measures taken or proposed to be taken to address the Network Data Breach.
12.4.13 The DUM Member shall co-operate with DUM and take such reasonable commercial steps as are directed by DUM to assist in the investigation, mitigation and remediation of each Network Data Breach.
Data Transfers 12.4.14 Neither party shall transfer Personal Data to countries outside of the EEA in breach of applicable Data Regulation.
12.5 The DUM Member warrants and undertakes for the Term that:
12.5.1 any Processing under this Agreement, undertaken by DUM or any Advertiser acting as a Data Processor on behalf of the DUM Member acting as a Data Controller, including any Processing of Personal Data relating to the DUM Member and any Authorized Users, complies with Data Regulation;
12.5.2 it holds any rights or consents necessary for the transfer outside of the EEA of Personal Data by DUM or any Advertiser.
12.6 To the extent that DUM is a Data Controller and the DUM Member is a Data Processor, (or, as applicable, DUM is a Data Processor and the DUM Member is a Subprocessor) the DUM Member will:
12.6.1 Process Personal Data only DUM’s documented instructions, including in respect of the deletion or return of Personal Data;
12.6.2 assist DUM in all respect necessary to enable or assist DUM to comply with Data Regulations;
12.6.3 make available to DUM all requested information in respect of Personal Data, including, on at least 30 days prior written notice and during normal business hours, permitting DUM or any relevant Advertiser, or any of their auditors or advisors, to attend the DUM Member’s premises in order to inspect the DUM Member’s systems and records to the extent determined by DUM or any relevant Advertiser to be necessary to demonstrate the DUM Member’s compliance with this clause 12; and
12.6.4 comply with clauses 12.4.4, 12.4.5, 12.4.6, 12.4.7, 12.4.8, 12.4.9, 12.4.11, 12.4.12, 12.4.13 and 12.4.14.
12.7 The DUM Member shall not use any reports generated by use of the Dashboard to create Visitor profiles, as defined under GDPR.
12.8 The DUM Member will not do or omit to do any act which may cause DUM to be in breach of any of its obligations under the Data Regulation.

13. LIMITATION OF LIABILITY

13.1 This clause 13 sets out the entire liability of DUM under or in connection with the Agreement.
13.2 Each party shall be liable for any breaches of Data Regulation for which they are responsible and accordingly there shall be no joint liability between the parties in respect of such breaches.
13.3 DUM will not be liable for any losses of the DUM Member if DUM’s compliance with the Agreement is prevented by the acts or omissions of the DUM Member.
13.4 DUM will not be liable to the DUM Member for: loss of profit, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of an Advertiser; or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
13.5 The total liability of DUM in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the Agreement will be limited to the amount of Network Fee actually received by DUM from Advertisers in respect of Commissions paid to the DUM Member in the 12 month period preceding the date on which the claim arose.
13.6 Except as expressly stated otherwise in this Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.7 The Network, the Dashboard, the Tracking Code, the Services, their use and the results of such use are provided "as is" to the fullest extent permitted by law. DUM disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose, which may be implied in respect of the Network, the Dashboard, the Tracking Code, the Services, their use and the results of such use. The performance of the Network, the Tracking Code and the Dashboard relies on third parties beyond DUM’s control, and in particular, the maintenance by Advertisers of the proper integration of the Tracking Code into Advertiser URLs. DUM
specifically disclaims any warranty:
13.8.1 that the use or operation of the Network, the Dashboard or the Tracking Code will be uninterrupted or error-free;
13.8.2 that the Tracking Code will be properly integrated into the Advertiser URLs;
13.8.3 that the Tracking Code accurately records Actions at all times;
13.8.4 in respect of the Advertiser Materials, including any warranty that the Advertiser Materials comply with Advertising Standards;
13.8.5 that defects will be corrected;
13.8.6 that the Network, the Dashboard or the Tracking Code are free of viruses or malicious code;
13.8.7 that any security methods employed will be sufficient;
13.8.8 in respect of any DUM Member or its technology; and
13.8.9 regarding correctness, accuracy, or reliability.
13.9 DUM shall only be held liable in cases of intent or gross negligence of one of its legal representatives, executives or other vicarious agents, in the event of any culpable breach of a material contractual obligation and limited to the amount of the typically foreseeable loss.
13.10 Nothing in this Agreement limits or excludes the liability of DUM in the event of culpable injury to life, limb or health, fraud, fraudulent misrepresentation or fraudulent misstatement as well as in cases of mandatory statutory liability.

14. TERMINATION AND SUSPENSION

14.1 This Agreement will start on the Effective Date and continue until terminated in accordance with its terms.
14.2 Either party may terminate the Agreement on 30 days’ written notice to the other party for any reason.
14.3 Without prejudice to its other rights or remedies, a party may terminate the Agreement immediately on written notice to the other party, if:
14.3.1 the other party materially breaches this Agreement;
14.3.2 the other party is deemed unable to pay its debts; steps are made to wind up, or appoint an administrator over, the other party; a third party becomes entitled to appoint a receiver over the assets of the other party; the other party negotiates with all or a class of its creditors, or proposes or enters a compromise with such creditors; or any similar or analogous event occurs.
14.4 DUM may terminate this Agreement or Suspend the DUM Member, immediately on written notice, if the
DUM Member:
14.4.1 does not access the DUM Member Account for a period of one month or if no Commissions have been generated for a period of one month;
14.4.2 is reasonably suspected by DUM to have breached any: (a) of the warranties at clauses 9.1 and 9.2; (b) Program Terms of an Advertiser; (c) part of the Code of Conduct.
14.5 DUM may terminate this Agreement, immediately on written notice, if the DUM Member undergoes a Change of Control.

15. CONSEQUENCES OF TERMINATION AND SUSPENSION

15.1 During any period of Suspension:
15.1.1 the DUM Member is not permitted to access the Dashboard;
15.1.2 all licenses will be Suspended and the DUM Member shall immediately remove any Advertiser Materials from the DUM Member Service;
15.1.3 DUM may deactivate any Links and remove any Advertiser Materials from the DUM Member Service (to the extent it is able); and
15.1.4 no payments will be made to the DUM Member.
15.2 On termination of the Agreement:
15.2.1 all licenses will terminate and the DUM Member shall immediately remove any Advertiser Materials from the DUM Member Service;
15.2.2 DUM may deactivate any Links and remove any Advertiser Materials from the DUM Member Service (to the extent it is able);
15.2.3 each party will return or at the other party’s option destroy all confidential information in its possession within five Business Days; and
15.2.4 unless terminated by DUM under clauses 14.3 or 14.4, DUM will pay all outstanding Commissions and Bonuses due to the DUM Member;
15.2.5 by DUM under clauses 14.3 or 14.4 all unpaid Commissions as of the date of termination, or accruing after the date of termination, shall be forfeited to DUM irrevocably and the DUM Member hereby waives any right or entitlement to recover such Commissions and Bonuses from DUM.
15.3 Termination of this Agreement will not affect any existing rights or remedies. 15.4 Clauses 1, 2, 5, 6, 7, 10.5, 10.6, 11, 12, 13, 15, 16 and 17 will survive termination.

16. NOTICES

16.1 Notices given under this Agreement will be in writing and:
16.1.1 displayed by DUM on the Dashboard;
16.1.2 delivered by the DUM Member by hand or sent by pre-paid first-class post or recorded delivery post to DUM at DUM’s registered office;
16.1.3 delivered by DUM by hand or sent by pre-paid first-class post or recorded delivery post to the DUM Member at its notice address set out in the Application Form (or such other address as may be set out on the DUM Member Account); or
16.1.4 sent by DUM by email to the DUM Member's notice email address set out in the Application Form (or such other notice email address as may be set out on the DUM Member Account).
16.2 A notice displayed by DUM on the Dashboard will be deemed to have been received at the time of its display (or if displayed outside business hours, at 9 am on the first Business Day following display). A notice delivered by hand will be deemed to have been received when delivered (or if delivered outside business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post will be deemed to have been received two Business Days after posting. A notice sent by email will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9 am on the first Business Day following despatch).

17. GENERAL

17.1 DUM may change the terms of this Agreement on 7 days’ notice to the DUM Member.
17.2 Certain services DUM offers may be subject to additional terms. Such terms will be displayed on the Dashboard.
17.3 DUM may set off any liability of the DUM Member against any liability of DUM.
17.3 Time for performance of clauses 3.10, 4.6, 7.4.3, 7.4.4, 7.9, 15.1.2 and 15.2.1 are of the essence of this Agreement.
17.4 No party will be liable for any breach of this Agreement arising from circumstances beyond its reasonable control (a “Force Majeure Event”). If a Force Majeure Event continues for six months, the unaffected party may terminate this Agreement by giving 30 days’ written notice to the other party.
17.5 The DUM Member may not assign or subcontract its rights or obligations under this Agreement in whole or part without DUM's prior written consent. DUM may assign or subcontract its rights or obligations under this Agreement, including to a DUM Group Company.
17.6 Nothing in the Agreement constitutes a partnership or joint venture between the parties, nor constitutes a party the agent of the other. No party has authority to bind the other.
17.7 A Person who is not a party to this Agreement will not have any statutory rights under or in connection with it.
17.8 A counterpart of this Agreement executed and/or transmitted electronically shall be treated as fully binding and with full legal force and effect.
17.9 This Agreement constitutes the entire agreement between the parties relating to its subject matter, to the exclusion of the United Nations Convention on Contracts for International Sale of Goods.
17.10 This Agreement is governed by the laws of the Republic of Malta and the place of jurisdiction is Valletta.
17.11 The DUM Member is aware that this Agreement is originally drawn up in English.

Marketplace Terms

General Business Terms and Conditions for DUM Members
D.U.M. Project Ltd. (hereinafter "DUM") operates and manages a network on the Internet allowing providers to advertise their goods and services, particularly by means of affiliate marketing ("DUM Network"). The participants in the DUM Network are Advertisers, DUM Members (“DUM Members”) and DUM itself. The Advertisers market and advertise their goods and services using advertising media such as banners, product data, text- links, e-mails and videos ("Ad Media"). The DUM Members incorporate or embed the Ad Media into their homepage, website or e-mail. Social Networks posts ("Advertising Space") and sharing the contents using the Person to Person Marketing (“Person to Person”). For any advertising leading to a successful transaction, DUM shall pay to the DUM Member remuneration in a previously specified amount ("Commissions").

1. Conclusion of the Agreement

1.1 To participate in the DUM Network, DUM Members must register on DUM website: dupmania.com. After the registration, the DUM Members may apply for the Advertisers' partner programs for admission to display their Ad Media on the DUM Members' Advertising Space.
1.2 Legal entities or private individuals over 18 years of age may register as DUM Members. Additionally, each DUM Member must have a bank account. DUM reserves the right to verify the DUM Members' personal data. Registration with the DUM Network is not transferable.
1.3 By completing the registration form and accepting the present General Business Terms and Conditions for DUM Members, the DUM Members submit a deposit (sign registration fees) to conclude an agreement for their participation in the DUM Network.
1.4 If DUM accepts the offer, it will confirm this by e-mail. DUM reserves the right to refuse an offer without citing any reasons for its refusal; in such case, the data transmitted with the registration form will be deleted without delay.
1.5 Access to the DUM Network will be gained by clicking the activation link in the confirmation email and entering the access data. The interface for registered members ("DUM Dashboard") will provide the DUM Members with an overview of the Advertisers' partner programs that are open at that time for their participation. Using the DUM Dashboard, DUM Members can review and alter their personal data and information and cancel their participation as a whole in the DUM Network.

2. Subject of the Agreement

2.1 DUM operates and manages the DUM Network. Participants in the DUM Network are DUM Members, Advertisers and DUM itself. DUM Members are individuals or legal entities sharing links and contents on Social Networks and providing space on their homepages or websites or in their e-mail, etc. to Advertisers for the purpose of marketing the goods and services offered by the Advertisers ("Advertising Space"); DUM Members can also introduce new DUM Members with referral links ("Referral Program"). Advertisers are individuals or legal entities who market or advertise their goods and services via DUM by means of "partner programs" using Ad Media such as banners, product data, text- links, e- mails, videos, or through search engine marketing.
2.2 DUM Members participate in the partner programs and incorporate the Advertisers' Ad Media into their Advertising Space. Whenever third parties, such as end consumers, click on the Ad Media and this subsequently results in a business transaction with the Advertiser (as defined in detail in the partner program), the DUM Member will receive remuneration for providing the Advertising Space which has successfully connected the end consumers to the Advertiser ("Commission"). In this context, business transactions establish the entitlement to receive a Commission. A business transaction is e.g. the purchase of goods or a request for services ("Sale"), but it may also be defined as clicking on or viewing Ad Media, or registering on a website, subscribing to a newsletter ("Lead"), sending an e-mail, participate in surveys and market research or such like. Business transactions that are subject to remuneration are defined in greater detail in the individual program specifications. It is also possible to remunerate combinations of Clicks, Views, Leads and/or Sales.
2.3 DUM monitors and records the business transactions concluded ("Tracking"); it provides the DUM Members with tracking data and credits the Commissions to the DUM Member Accounts. Only the Tracking by DUM is decisive for the identification of successful business transactions and for the calculation of the resulting remuneration.
2.4 The registration with and the participation in the DUM Network is free of any charge.
2.5 Using the DUM Dashboard, DUM Members can control their activities. The available applications are shown on the DUM Dashboard.
2.6 DUM ensures that the available applications are up-to-date, complete and correct. DUM is not obliged to review the Ad Media provided by the Advertisers within. Due to maintenance or other improvements certain functions may be temporarily unavailable. In case that any interruption or failure has a greater than a minor impact, DUM shall remedy them without delay to the extent this is in fact feasible and can reasonably be expected of it, in particular from an economic and legal perspective.
2.7DUM endeavors to continuously develop and improve the DUM Network. In the course of such development, DUM may enhance, expand or slightly modify individual applications. This includes to discontinue functionalities or other features of the services, as far as the changes are of minor importance and do not result in an significant change of DUM' contractual duties as set forth in this agreement. DUM may alter services, in particular if such alteration is customary in the industry or if changes or legally demanded.

3. Participation in Partner Programs

3.1 DUM Members shall apply for the available partner programs using the DUM Dashboard, providing the details of their Advertising Space. In the application process, the properties of their Advertising Space will be checked against the prerequisites of the partner program. Should the Advertising Space listed in the registration process or in the application for a specific partner program not correspond to the Advertising Space actually available, DUM is entitled to block the DUM Member's account without delay. The subsequent procedure has been set out in Clause 5.2 hereof.
3.2 In submitting their application for a partner program, DUM Members accept any additional conditions for participation which are displayed in the context of each program. These conditions will become an integral part of this contract.
3.3 During the term of this contract, the DUM Member must not circumvent DUM by concluding contracts or entering contractual negotiations with the Advertisers of the DUM Network that cover the subject matter of this contract or services alike.

4. Duties of the DUM Member

4.1 By registering with DUM:
4.1.1 The DUM Member warrants, that the data provided at registration is correct and complete. Should the data provided at registration change at any time after registration, the DUM Member must change his profile stored on the DUM Dashboard.
4.1.2 Parties subject to turnover tax are under obligation to submit to DUM, as part of the contact details, their tax payer identification number issued by their local tax authority or the VAT identification number.
4.1.3 The DUM Member undertakes to keep the access data selected at registration (e-mail address and password) confidential, not to communicate such data to third parties and to keep such data away from third parties. No third party must be enabled to use the access data. DUM Members who have reason to assume that third parties have become aware of their access data must inform DUM without delay in writing or by e-mail sent to support@dupmania.com.
4.2 Displaying Advertisements on Advertising Spaces:
4.2.1 DUM Members must hold the required rights of the Advertising Space.
4.2.2 By applying to a partner program and incorporating the advertisement into their Advertising Space, DUM Members warrant that their Advertising Space and the advertising activities as a whole:
a. Do not infringe any rights of third-parties (in particular, without limitation, copyrights, trademark
rights, personal rights or similar rights).
b. Do not violate any other provisions of the law (in particular competition law), do not endanger the democratic constitution, do not glorify violence, are not racist, pornographic or liable to corrupt youth, or unfit to be made generally accessible.
4.2.3 The DUM Member must respect the prohibition of unsolicited advertisement ("Spam") when sending e-mails containing Ad Media. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails; should DUM so request, DUM Members must provide written evidence of such consent has been granted.
4.3 Advertising Activities in General: The DUM Member must not use keywords containing legally protected terms such as, in particular, trademarks of the Advertiser or of the Advertiser's competitors ("brand bidding"), unless the respective Advertiser has expressed his permission.
4.4 Technical Intrusion into the DUM Network: The DUM Member hereby undertakes to refrain from attacks of any kind on the DUM Network. Attacks are, without limitation, defined in particular as attempts made to overcome or circumvent the security mechanisms of the DUM Network or to otherwise incapacitate them, using computer programs enabling automatic data readouts, as well as using and/or circulating viruses, worms, Trojans, brute force attacks, spam or using other links, programs or procedures that are suited to damage the DUM Network or individual participants in the DUM Network.
4.5 Referral Members DUM Members who are operating a network with Referral Members themselves hereby guarantee to communicate these General Business Terms and Conditions for DUM Members to their Referral Members.

5. Misuse

Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law, these General Business Terms and Conditions for DUM Members or the principle of the DUM Network, is prohibited.
5.1 In particular, DUM Members are prohibited from attempting to obtain Commissions by procuring business transactions themselves or through a third person using the Ad Media, tracking links and/or other technical aids provided to them in the context of the DUM Network using one or several of the following methods:
5.1.1 Fraudulently pretending or faking business transactions, for example by entering third party data without authorization, or by providing false or non-existing data when ordering goods or registering online;
5.1.2 Using Ad Media that enables Tracking although it its not displayed at all, not visibly or not in the manner and/or size stipulated by the Advertiser; or
5.1.3 Brand-Bidding.
5.2 Any form of misuse will lead to the blocking of the DUM Members' accounts immediately. In this case DUM Members may raise an objection (e.g. via letter, fax, e-mail) within a month in order to provide a statement and evidence that the chosen form of advertising has been in accordance with these Terms and Conditions .If the DUM Member cannot confute the breach of this Agreement, DUM will issue a
notice of termination. In the event of termination, the agreement will be wound up and liquidated pursuant to the stipulations of Clause 7 of these General Business Terms and Conditions for DUM Members. The DUM Member shall not be entitled to any remuneration.
For each case of intentional or negligent violation of the present provisions, the DUM Member hereby undertakes to pay DUM liquidated damages in each case in an amount to be determined at DUM' s equitably exercised discretion and, in the event of dispute, in an amount to be reviewed by court. Each instance of violation shall be subject to liquidated damages in the maximum amount of the current balance of the DUM Member Account.

6. Remuneration

DUM Members will receive performance-related remuneration ("Commissions").
6.1 The amount of the Commissions in each individual case, and the type of business transactions entitling to the payment of Commissions, shall depend on the respective Advertiser's partner program. The Advertiser may modify the conditions of the partner program or terminate the entire program with effect for the future. DUM Members shall not demand a program being operated at all or at certain conditions. The conditions of the partner program can be viewed in the DUM Interface. DUM Members have no claim to any further compensation of expenses or costs etc.
6.2 The entitlement to payment of the Commissions is constituted by the following premises:
6.2.1 A business transaction between a customer and an Advertiser has been effected via the Advertising Space;
6.2.2 The business transaction has been tracked by DUM;
6.2.3 The transaction has been approved by the Advertiser and has been confirmed by DUM and;
6.2.4 There has been no misuse within the meaning of Clause 5 of these General Business Terms and Conditions for DUM Members.
6.3 DUM will set up dedicated DUM Member Accounts for the payments of the Commissions. The DUM Member Accounts will be settled by crediting, in other words, DUM will credit the respective Commissions to the DUM Member Accounts without requiring an invoice. No interest will be paid on the credit balance in the DUM Member Account. Once the disbursement has been credited to the account, a corresponding credit statement will be issued electronically at the beginning of the following month. DUM Members will be informed by e-mail, and have to confirm the payout.
6.4 The cost for the transfer of the commissions to the customer's account is charged to the customer.
6.5 DUM will only pay out credits that have been confirmed by the DUM Member in due time. If, the minimum disbursement amount has not been attained or if the credit statement is not released at the end of the month will remain in the DUM Member's account and carried forward to the next month.

7. Term of Agreement and Termination

7.1 The agreement on participation in the DUM Network is concluded for an indefinite term. The parties may terminate the agreement at any time in text form (letter, fax, e-mail); additionally, the DUM Member may terminate the agreement by using the "cancel membership" button in the DUM Interface.
7.2 Any business transaction that was procured via the Advertising Space at the time of termination will be processed pursuant to Clause 6 following the receipt of the termination notice. Upon the expiry of this agreement, any credit balance remaining will be paid to the DUM Member against a processing fee of EUR 50.00. If, at the time of termination, the credit balance is EUR 50.00 or less, no funds will be disbursed.
7.3 Once participation in the DUM Network has been terminated, the data record stored at registration will be deleted completely upon expiry of the statutory obligation to keep records in safe custody.
7.4 If the contract has been terminated by DUM for misuse pursuant to Clause 5, the liquidated damages pursuant to Clause 5.2 will be deducted from the DUM Member Account.
7.5 DUM project has no obligation to confirm any new customer, nor any old customer, and reserves, at its full disagreement, an account closure if the same DUM project considers it harmful or not in line with its philosophy or with their own purposes. In case of account closure due to non-compliance or for any reason, we commit ourselves to return, within 30 days of closing, the entire amount of the deposit (sign fee registration) paid, reduced by any commissions generated to the tutors above the closed customer's position. No doubling can be claimed in case of closing office account. In case of non-compliance or incorrect action leading to DUM project closing office accounts also for the disclosure of corporate news by direct and indirect employees, for lack of proof of deposit (sign fee registration) or unfair competition, no doubling and no commission fee be claimed by the customer subject to the provision. No account, in any position within the network created in D.U.M project, and regardless of the number of affiliated referents can claim no claim for any reason except the return of the deposit (sign fee registration) paid, still not doubled.
7.6 Modification of these Terms and Conditions or systems of communication and management of deposits (sign fee registration) and withdrawals
DUM Project reserves the unquestionable possibility to modify the present terms and conditions, the ways of receiving the deposits (sign fee registration), the user's withdrawal systems, the systems that lead to doubling and the times and ways that generate the doubling, at its sole discretion faculty, with simple communication via e-mail or on the "commencement of the day". In case the user does not receive the email to change the terms for incorrect or missing communication of the mail itself, the notice of change will be considered accepted at the time of publication of the above page, even if the customer has decided for any reason not to display it.

8. Termination of Participation by DUM on Grounds of Inactivity/ Statute of Limitations

8.1 The registration of DUM Members with DUM who fail to activate the registration via the activation link will be automatically cancelled after 60 days. It is possible to re-register.
8.2 If no commissions have been credited to the DUM Member Account for a period of two years after registration, DUM reserves the right to close the account and to cancel the registration. It is possible to re-register.
8.3 The individual Commissions are time-barred after three (3) years from the end of the respective year in which each Commission was credited to the account.

9. Data Protection

9.1 DUM and the DUM Member will comply with their respective obligations under any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement in accordance with the Privacy Policy of this website: https://dupmania.com/privacy

10. Rights of Use

10.1 The information and the data obtained in the course of participation in the DUM Network may only be used in connection with the DUM Network. Forwarding such information or data to third parties and using them for any other purposes is prohibited.
10.2 DUM Members must not modify the Ad Media and their source codes, neither visually nor technically nor with regard to their content, nor are they allowed to process the Ad Media and their source codes in any other way, unless the respective Advertiser has previously granted his written consent.
10.3 The DUM Network and its applications are protected under copyright law and other statutory prov1s1ons.
10.4 DUM hereby grants to the DUM Members the revocable, non-exclusive, non-transferable right to use the DUM Network applications as well as the data contained therein, provided that this use complies with the stipulations of the law and takes place exclusively within the context of participating in the DUM Network. In case of a termination of this Agreement - regardless the reason - the right of use set forth above will be revoked.
10.5 DUM Members will not be granted any further rights of use. In particular, DUM Members are not entitled to transmit the applications or the data contained therein to third parties, nor are they entitled to allow third parties to access such applications or data, nor may they modify or otherwise process such applications or data, incorporate them into another work, or use them in order to create data bases and/or information services of their own.

11. Indemnification in the Event of Breach of Contract

Compliance with these provisions is essential for the operation of the DUM Network. In the event of a serious breach of contract, DUM reserves the right to take further legal steps in addition to terminating the agreement.
If DUM Members violate these provisions and if third parties hold DUM liable for such violation, DUM is entitled to demand that such DUM Members indemnify it against all costs and expenses it may incur as a result of the breach.
Such costs include, in particular, the compensation of damages of third parties and reimbursement of further expenses.

12. Liability and Limitation of Liability

12.1 DUM shall not be held liable for the content of websites of third-parties, nor shall it be liable for any damages or other failures resulting from any defects of the participants' software or hardware or their incompatibility with the DUM system; DUM shall also not be liable for damages resulting from the fact that the Internet was not available or malfunctioning.
12.2 Apart from that, DUM shall be held liable only under the following circumstances, regardless of the legal grounds:
12.2.1 If one of its legal representatives or executives or other vicarious agents has acted intentionally or grossly negligently.
12.2.2 In the event of any culpable breach of an essential contractual duty of delayed performance or the impossibility of performance, in each case based on the respective merits. The expression "essential contractual duty" describes a duty in the abstract, the fulfillment of which is an essential pre-requisite for the due implementation of the agreement, and that is a duty on whose fulfillment the respective other party can rely as a general rule.
12.2.3 In the event of liability pursuant to Clause 12.2.2, this shall be limited, for financial losses and damages to property, to the amount of the typically foreseeable loss.
12.3 The above limitations of liability do not apply to cases of mandatory statutory liability, in particular liability under product liability law, liability for a guarantee that has been assumed, and liability for intentional or negligent injury to life, limb or health.

13. Modification of the General Business Terms and Conditions for DUM Members

13.1 DUM reserves the right to amend these provisions of the present General Business Terms and Conditions for DUM Members that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the agreement as a whole being restructured. DUM will communicate, by e-mail, the modified conditions. DUM Members who do not object in text form (letter, e-mail, fax) to the modification within one week after the receipt of the e-mail will be deemed to have accepted the respective modification. DUM will specifically indicate the possibility of objecting to the modification and the consequences of the one week deadline.
13.2 If the DUM Member objects to the new (modified) General Business Terms and Conditions for DUM Members, DUM's request to so modify them will be deemed to have been rejected. The agreement will then be continued without the proposed modification. The right of the parties to terminate their participation in the DUM Network remains unaffected hereby. The possibility of terminating the agreement will also be indicated specifically.

14. Final Provisions

14.1 The utilization of the DUM Network and its applications requires the use of special technical systems such as end user devices, software programs, transmission networks, telecommunications and other services provided by third parties, all of which may entail further costs. DUM does not provide such end user devices, software programs, communication channels, telecommunications services or other services and therefore will not assume any liability for such services provided by third parties.
14.2 The rights and duties under the present agreement may only be transferred with the prior written consent of DUM.
14.3 The present agreement does not establish a company, it does not authorize either of the parties to make any legally binding declarations on behalf of both parties together, or on behalf of the respective other party, nor does it authorize them to place the respective other party under any obligation or to represent it in any other way.
14.4 These General Business Terms and Conditions for DUM Members and the contractual relationship with the DUM Member shall be governed exclusively by the laws of the Republic of Malta.
14.5 The place of jurisdiction is Valletta.
14.6 Should any individual provision of these General Business Terms and Conditions be of no effect, as a whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision will be deemed replaced by that provision that is legally effective and comes closest, in the usual understanding, to the economic intent and purpose of the invalid provision. The same applies to any unintentional omission.
DUM MEMBER DATA PROTECTION ADDENDUM
(A) D.U.M. Project Ltd. (the "Company") and the counterparty entering this Addendum (the "DUM Member") have entered into a DUM Member agreement (the "Principal Agreement") under which the DUM Member joined the Company's affiliate marketing network and the Company agreed to provide affiliate marketing services.
(B) This Data Protection Addendum (the "Addendum") is entered into by the Company and the DUM Member and supplements the Principal Agreement.
(C) If you are accepting this Addendum on behalf of the DUM Member you warrant that: (i) you have full legal authority to bind the DUM Member to this Addendum; and (ii) you agree, on behalf of the DUM Member, to this Addendum.
AGREED TERMS

1. INTERPRETATION

1.1 In this Addendum the following capitalised terms shall have the meanings set out below:
"Data Regulation" means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement including for EU citizens any regulations implementing the Data Protection Directive 95/46/EC or GDPR (as applicable) or Privacy and Electronic Communications Directive 2002/58/EC and for US citizens, FTC Guidance, US state and federal legislation relating to data privacy and security;
"GDPR" means the EU General Data Protection Regulation 2016/679;
"Subprocessor" any person (excluding an employee of either party) appointed by or on behalf of either party to Process Personal Data on behalf of such party or otherwise in connection with the Principal Agreement.
1.2 The terms "Data Controller", "Data Processor", "Data Subject", "Personal Data", "Personal Data Breach", "Process" and "Processing" have the meanings given to them in GDPR.

2. GENERAL

2.1 The terms of the Principal Agreement shall remain in full force and effect unless specified otherwise.
2.2 In the event of inconsistencies between the provisions of this Addendum and the Principal Agreement this Addendum shall take precedence, unless explicitly agreed otherwise in writing.
2.3 This Addendum shall only apply to the extent that the parties are Processing Personal Data.

3. DATA PROTECTION AND COOKIES

3.1 The Company and the DUM Member will comply with their respective obligations under Data Regulation. Each party will provide the other party any co-operation reasonably requested to enable the other party's compliance with this clause 3.
3.2 In accordance with Data Regulation, the DUM Member will obtain the prior, freely given, specific informed, unambiguous and revocable consent of any visitors to any cookies served by the Company on the visitor as a result of a click.
3.3 The DUM Member will not provide any Personal Data to the Company without the Company's prior written consent, unless as anticipated by the Company in its ordinary operation of the affiliate marketing
network.
3.4 In respect of any Processing under this Addendum for which the Company and the DUM Member are joint Controllers (whether together, or with any advertiser):
3.4.1 Each party will provide the other party any co-operation reasonably requested to enable the other party's compliance with Data Regulation;
Transparency
3.4.2 The DUM Member shall take appropriate measures to provide Data Subjects with information about how Personal Data is being processed by or on behalf of the DUM Member, which shall at a minimum include all the information required by Articles 13, 14 and 26 of the GDPR, in a concise, transparent and easily accessible form, using clear and plain language ("DUM Member Fair Processing Notice");
3.4.3 The Company shall take appropriate measures to provide Data Subjects with information about how Personal Data is being Processed by or on behalf of the Company, which shall at a minimum include all the information required by Articles 13, 14 and 26 of the GDPR, in a concise, transparent and easily accessible form, using clear and plain language ("Company Fair Processing Notice");
3.4.4 The DUM Member shall include a hyperlink to the current Company Fair Processing Notice in the DUM Member Fair Processing Notice.
Personnel
3.4.5 Each party shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to Personal Data, ensuring in each case that access is:
a. strictly limited to those individuals who need to know and/or access the relevant Personal
Data; and
b. as strictly necessary for the purposes of the Principal Agreement and to comply with Data
Regulation in the context of that individual's duties.
3.4.6 Each party shall ensure that all individuals referred to in Clause 3.4.5 are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
Security and Confidentiality of Data
3.4.7 Each party shall in relation to the Personal Data, implement appropriate technical and organisational measures to ensure an appropriate level of security, including, as appropriate, the measures referred to in Article 32(1) of the GDPR. In doing so, each party shall take into account:
a. the state of the art, the costs of implementation and the nature, scope, context and
purposes of Processing; and
b. the risk of varying likelihood and severity for the rights and freedoms of natural persons.
3.4.8 In assessing the appropriate level of security, each party shall in particular take account of the risks that are presented by Processing, including from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed.
Subprocessors
3.4.9 With respect to a proposed Subprocessor, each party shall:
a. before the Subprocessor first Processes Personal Data, carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Personal Data required by applicable Data Regulation; and
b. ensure that the arrangement with such a Subprocessor, is governed by a written contract
including terms meet the requirements of Article 28(3) of the GDPR.
Data Subject Rights
3.4.10 Each party shall fulfil their obligations to respond to requests to exercise Data Subject rights under the Data Regulation. Each party will provide the other party any co-operation reasonably requested to enable the other party's compliance with this clause.
Personal Data Breach
3.4.11 Each party shall:
a. notify the other party without undue delay upon becoming aware of a Personal Data Breach
affecting Personal Data ("Network Data Breach");
b. provide the other party with sufficient information to allow it to meet any obligations to report or inform Data Subjects of the Network Data Breach under or in connection with the Data Regulation;
c. meaningfully consult with the other party in respect of the external communications and
public relations strategy related to the Network Data Breach;
d. subject to applicable laws, not notify any data protection regulator of the Network Data
Breach without having obtained prior written approval of the other party; and
e. not issue a press release or communicate with any member of the press in respect of the
Network Data Breach, without having obtained prior written approval by the other party.
The notification set out in Clause 3.4.11(a) above, shall as a minimum:
a. describe the nature of the Network Data Breach, the categories and numbers of Data
Subjects concerned, and the categories and numbers of Personal Data records concerned;
b. describe the likely consequences of the Network Data Breach; and
c. describe the measures taken or proposed to be taken to address the Network Data Breach.
3.4.13 The DUM Member shall co-operate with the Company and take such reasonable commercial steps as are directed by the Company to assist in the investigation, mitigation and remediation of each Network Data Breach.
Data Transfers
3.4.14 Neither party shall transfer Personal Data to countries outside of the EU in breach of applicable Data Regulation.
3.5 The DUM Member warrants and undertakes for the term of the Principal Agreement that:
3.5.1 any Processing under this Addendum, undertaken by the Company or any advertiser acting as a Data Processor on behalf of the DUM Member acting as a Data Controller, including any Processing of Personal Data relating to the DUM Member complies with Data Regulation;
3.5.2 it holds any rights or consents necessary for the transfer outside of the EU of Personal Data by the
Company or any advertiser.
3.6 To the extent that the Company is a Data Controller and the DUM Member is a Data Processor, (or, as applicable, the Company is a Data Processor and the DUM Member is a Subprocessor) the DUM Member will:
3.6.1 Process Personal Data only in accordance with the Company's documented instructions, including in respect of the deletion or return of Personal Data;
3.6.2 assist the Company in all respects necessary to enable or assist the Company to comply with Data Regulations;
3.6.3 make available to the Company all requested information in respect of Personal Data, including, on at least 30 days prior written notice and during normal business hours, permitting the Company or any relevant advertiser, or any of their auditors or advisors, to attend the DUM Member's premises in order to inspect the DUM Member's systems and records to the extent determined by the Company or any relevant advertiser to be necessary to demonstrate the DUM Member's compliance with this clause 3; and
3.6.4 comply with clauses 3.4.4, 3.4.5, 3.4.6, 3.4.7, 3.4.8, 3.4.9, 3.4.11, 3.4.12, 3.4.13 and 3.4.14.
3.7 The DUM Member shall not use any reports generated by use of the interface of the Company's affiliate marketing network to create visitor profiles, as defined under GDPR. be in breach of any of its obligations under the Data Regulation.
3.8 The DUM Member will not do or omit to do any act which may cause the Company to be in breach of any of its obligations under the Data Regulation.

4. LIMITATION OF LIABILITY

Each party shall be liable for any breaches of Data Regulation for which they are responsible and accordingly there shall be no joint liability between the parties in respect of such breaches.

5. GOVERNING LAW AND JURISDICTION

The governing law and jurisdiction of this Addendum shall be the same as that of the Principal Agreement.
Effective from: 10 September, 2018